0000768835-13-000091.txt : 20131104 0000768835-13-000091.hdr.sgml : 20131104 20131104172113 ACCESSION NUMBER: 0000768835-13-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131101 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131104 DATE AS OF CHANGE: 20131104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG LOTS INC CENTRAL INDEX KEY: 0000768835 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 061119097 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08897 FILM NUMBER: 131190101 BUSINESS ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 BUSINESS PHONE: 614-278-6800 MAIL ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 8-K 1 big-8xkxwholesaleannouncem.htm 8-K BIG - 8-K - Wholesale Announcement - 11.1.13


 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 1, 2013


BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

 
 
 
Ohio
1-8897
06-1119097
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 


300 Phillipi Road, Columbus, Ohio 43228
(Address of principal executive offices) (Zip Code)

(614) 278-6800
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 







Item 2.05    Costs Associated with Exit or Disposal Activities.

On November 1, 2013, Big Lots, Inc. (“we,” “us” or “our”) announced our intention to exit our existing wholesale business by the end of fiscal 2013. During this wind down period, we expect the wholesale business will liquidate inventory levels and assimilate associates into our retail operations where possible. This course of action is a result of our efforts to deliver a comprehensive long-range strategic plan, and follows an evaluation of our current business and assessment of the areas where we believe we have the best opportunity to provide value for our customers, associates, and shareholders.

We estimate incurring total pre-tax charges in the range of $5.5 million to $9.0 million during fiscal 2013, of which $5 million to $8 million will be incurred in the third quarter of 2013. The fiscal 2013 total is comprised of estimated pre-tax charges of $4.5 million to $6.5 million related to inventory impairment, $0.5 million to $1.5 million related to the payment of severance benefits, and $0.5 million to $1.0 million related to lease liabilities and other asset impairment. Of the total pre-tax charges, we estimate future cash expenditures of $0.5 million to $1.5 million related to severance benefits and less than $0.5 million related to lease payments. We intend to wind down wholesale operations during the fourth quarter of fiscal 2013, and the entirety of the financial results of the wholesale business will qualify for discontinued operations treatment for fiscal 2013.

Attached as Exhibit 99.1 to this Form 8-K is a copy of our November 1, 2013 press release, including information concerning forward-looking statements and factors that may affect our future results.


Item 2.06    Material Impairments.

The information set forth in Item 2.05 above is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits.

 
(d)
Exhibits
 
 
 
 
 
 
 
 
 
 
 
Exhibits marked with an asterisk (*) are furnished herewith.
 
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
Big Lots, Inc. press release dated November 1, 2013.
 
 
 
 
 
 


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
BIG LOTS, INC.
 
 
 
 
Date: November 4, 2013
By:
/s/ Timothy A. Johnson
 
 
 
Timothy A. Johnson
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 
 



EX-99.1 2 exhibit991-pressrelease111.htm EXHIBIT 99.1 Exhibit 99.1 - PressRelease 11.1.13



Exhibit 99.1
PRESS RELEASE
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
Contact: Andrew D. Regrut
 
 
 
 
Director, Investor Relations
 
 
 
 
614-278-6622
 
 
 
 
 
 


BIG LOTS CLOSING EXISTING WHOLESALE OPERATIONS

Determines focus on retail operations is in best interests of Company and its
shareholders

Columbus, Ohio - November 1, 2013 - Big Lots, Inc. (NYSE: BIG) today announced our intention to close Big Lots Wholesale, Consolidated International, and Wisconsin Toy wholesale operations by the end of fiscal 2013. It is anticipated during this wind down period, the wholesale business will liquidate its inventory and associates where and when possible will be assimilated into our retail operations over the next 90 days.

Commenting on today’s announcement, David Campisi, Chief Executive Officer and President, stated, “The leadership team of the Company is working diligently and is deeply committed to delivering a comprehensive and detailed long-range strategic plan. As such, we are evaluating all aspects of our current operations and potential new business opportunities to chart a new course, a course where we believe we have the best opportunity to win and provide value for our customers, our associates, and our shareholders. We have already identified and begun to execute towards several new initiatives such as the expansion of our cooler and freezer program, the introduction of furniture financing, and our desire to enter the digital, social, and omnichannel space. Each of these opportunities, and there are many more under development, are designed to better serve our target customer, Jennifer. These new initiatives also represent potential growth and development for our associates here in Columbus and in our field operations team.”

Mr. Campisi continued, “As part of our strategic planning process, we have to make difficult decisions about existing businesses or investments where we are not generating a good financial return or where we do not see an opportunity to win longer term. As such, we have made the determination that closing our wholesale business is in the best interest of our company and our shareholders. This is not a decision we take lightly, as a number of associates who have been dedicated and worked very hard in an effort to grow the wholesale business will be impacted. Over the years, the wholesale business environment has changed, become increasingly more competitive, and the sales and margin growth opportunities are not what they once were. We believe a narrower focus and investing in new ways to enhance our relationship with the customer will provide greater value for our shareholders over the longer term.”

Based on today’s announcement, we estimate recording a pretax charge in the range of $5 to $8 million during the third quarter of fiscal 2013. This charge was not included in our guidance provided on August 30, 2013. We intend to wind down the wholesale operations during the fourth quarter of fiscal 2013. Upon completion of the wind down, the entirety of the financial results of the wholesale business will qualify for discontinued operations treatment for fiscal 2013.



Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



Big Lots is North America's largest broadline closeout retailer. We currently operate 1,527 BIG LOTS stores in the 48 contiguous United States, 5 BIG LOTS store in Canada, and 74 LIQUIDATION WORLD and LW stores in Canada. Wholesale operations are conducted through BIG LOTS WHOLESALE, CONSOLIDATED INTERNATIONAL, and WISCONSIN TOY and with online sales at www.biglotswholesale.com.

Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.



Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 
GRAPHIC 3 bllogoa02.jpg begin 644 bllogoa02.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#F_B?\0/%F MC_$?6;#3]>O+>TAD01Q(P"J#&IXX]2:Y+_A:?CG_`*&:_P#^^Q_A5GXP_P#) M5]?_`.NJ?^BTJ_\`";0_!^M3:R/%\\$,,,*-`\MUY."2VXCD9/`]:`)-`^.? MC/2+M&O;U=4M<_/#UBWG@_93?SU*B2Y#Q@_W#., M?KDT`>>?\+2\<_\`0S7_`/WV/\*^L%\0VFB^!;77-9NMD,=E%+-*W+,Q4=!W M))Z>IKX@KV7XV>(I6T;PKXK/V/LN/QKC[?X@>,+6X\^+Q-JOF9R=UT[`_4$D5E:/ MI%YKVL6NE:?%YMW=2".-I6>@O+Q&8Y"$348U"[#V\Q1QCW&,>G>OH$$ M,H92"#R".]?-_A3]GC4;O9<>)[]+&+J;6W(>4^Q;[J_ANKZ&TO3X=*TJUT^V M:1H+:)8HS(^YMJC`R>]`%NBBB@#XX^,/_)5]?_ZZI_Z+2N:TCP]K'B!IETC3 M;F^:!0T@@C+E0>F88)/WMK-N3.#RK8P1Z>M?0OB_Q3I?BS M]GFYO-+MUM(X'@MWM%Q^X973Y1[8P0?0UX5XN\0-XJ\5:AK;6ZV_VN3>(E.= MH``'/7_CFN!KW3XT>%9KCP=X9\3VT9=;>PAMKK`^ZI4%&/MDL/Q%`',_`/R/^ M%I6WFXW_`&:;RL_WMO;_`(#NI?CO/+'\4KQ4E=1]GAX#$?P"O/-*U2\T35;; M4]/F,-W;2"2)QV(_F.V*]"\2_&C4/$FC2V;Z#I,%U/'Y4UZL6^0KC!V[ON_F M<=J`)_AKX7TO5O#VHZOX@BNKJ(W"VMJL5RT15@NYV!'7`*CGUKV3P'+X;\(: M9/IUK=WXBFN#/F]PY0E5&`RCI\OI7%>&;0:=\/O#MIC#20/>/[F1R1_XZ%J^ MJL[JBC+,<`#N:^=QF:5J6(E"G:R/I,'E5"MAHSJ7N_,]DAOK6XB66&XC>-NC M*P(-%)864=A806D8&V)`N?4]S^=%>_'G<5S;GST^12?+L>$>/O@IXG\3^.-4 MUFQGTU;:Z=6C$LS!@`BKR`I[BN;_`.&=O&7_`#\Z3_W_`'_^(KJ['4[]OVHK MBQ-]GZ5YI8_"_XA>/+==:\0>(7LFG&^*&=G+`'I\BX"#VZ^ MU%OK?CCX+Z[:VOB*>35/#UPVT2;S(H'&K;2;^**=%M$MYXR-R/A0I'/45X5X[\$>*VAUKQG8>+`= M'DW7L$45U,#Y3.U:;)AFNYMQ"/@],CG%` M&QXM_9UD>ZDNO"M_$L3'/V.[)&SV5P#D?4?B:Y*W^`/CB:<1R0V,"9YD>Y!` M_!03^E=!JG_"3_&+XAZOI.GZJ;#1]+=D`W,$`#%02H^\S$$\]!^O6?"_3?'? MA7Q??^&]7\V^T.*+>EX[DHA/*^66Y.>05['GZ@#M4M1I]S%IRD%;&WAM01T. MQ%'\\UH>$;'[;X@A+#*0`RM]1T_4BJ&M2>;KE\_K._\`.NO\`VFRSNKLCF1Q M&I]@/\3^E?)8>'M\?KM=L^QQ,_J^7Z;V2^\["BBBOK3XX^>]/_Y.PN?]]_\` MTFJYXM@7Q)^TIHFDW@#VEI$CB-NAVJTO3W.`?I533_\`D["Y_P!]_P#TFJU\ M7H[KP=\3?#_CN"%I+7Y8IPO]Y<@K[;D8X_W30![S7&?%?28-7^&>MQSJ"8+= MKF-C_"\?S`C\B/Q-=)HVM:?X@TN#4M,N4N+69:_''QO9Z1X M4N/#UM,LFJZBHC,2')BB)^8MZ9'`'?/M0!B^'K^6_P#V7M1$S%C;6\\"D_W0 MV1^0./PKK/@7_P`DHTW_`*ZS?^C&K)/AV7PQ^S=>Z?K8=C@>]`'">)]$\6_"KQOJ'BOPU;_;-'OG: M6=-A=4#-N*R`<@`DX8?_`%J]*^'GQ3TGQ]&]O'&UGJD2;Y+1VSD=V1OXA^HJ M7X>?$:S^(-OJ+16ILY;24+Y$D@9S&1PQX&.=PQ[5YG?6=AIW[3NEP^'D2+=A MKR.#A5)E>'A&K*I&:D> M[FN)G*E"G*#C_P``?1117MGA'B?C#X(ZMXC\:ZAK]GKUO:"Z=61=C[DP@7J# M[5M>#?A))I.D:WI?B;44UBSU)8@$^?,93=\P)/!^88(]***`.2N_@'XBTN\E M/A;Q48+60_=EDDA<#T)3(;Z\5T?@?X'6>@:JFLZ_??VMJ,;;XUVGRT?^\<\N M?3./I110!Z%XMT23Q'X3U/1X9DADO(#$LCC(4GN0*H_#[PM/X,\'6NB7%S'< MR0O(QDC4J#N8MT/UHHH`\Z\5_`V^F\13ZSX/UE=,>Y8M)"SO&$)Y;:R.O;'6BBN;#X2GAW)PZG5B<74Q"BJ *G0MT445TG*?_V3\_ ` end